Browse > Home / CompanyIntelligence / Tobacco / Universal Corp.

Universal Corp. ▼

Page 1 of 11

$80	Preview Subscribers	2004	Credit Agreement Credit Agreement (352K) Doc #983696: Click preview link for longer preview. Exhibit 4.5 EXECUTION COPY CREDIT AGREEMENT DATED AS OF DECEMBER 18, 2003 AMONG FBL FINANCIAL GROUP, INC., as the Borrower THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, as Lenders, and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1. Certain Defined Terms 1 1.2. . . . 983696	Universal Universal Corp. ( Tobacco ) As referenced in this Credit Agreement: UNIVERSAL CORP – 3,000,000 3,000,000 Life 83080P9Z8 SKY FINANCIAL 5,000,000 4,763,252 Life 84349CAG2 SOUTHERN NEW ENGLAND TEL 2,000,000 1,851,489 Life 91345HAN5 UNIVERSAL CORP 6,550,000 6,550,000 Life 650162AT7 NEW ZEALAND GOVT 2,000,000 2,088,395 Life 002920AC0 ABBEY NATIONAL PLC 5,000,000 5,277,904 Life _____________ dt 1470107 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK NV – 8,350,000 7,291,213 Life U67634AA0 OGDEN CORPORATION 7,500,000 0 Life 82873@AA8 SIMMONS NANCY J - WAL MART 1,073,513 1,073,513 Life 00077QAC4 ABN AMRO BANK NV (CHICAGO) 5,000,000 4,779,759 Life 00103XAC7 AES IRONWOOD LLC 6,847,339 6,847,339 Life 001920AE7 ARCO CHEMICAL CO 1,000,000 1,000,000 _____________ dt 1470724 ; Bowater Bowater Inc. ( Paper & Paper Products ) As referenced in this Credit Agreement: BOWATER INC – Loan # Issuer Par Stat BV Equitrust 09658#AB8 BD OF TRADE CITY OF CHICAGO 571,429 555,434 Equitrust 10112RAF1 BOSTON PROPERTIES LP 1,000,000 999,155 Equitrust 102183AG5 BOWATER INC 5,000,000 5,540,334 Equitrust 10462@AJ7 WC BRADLEY CO 1,000,000 954,634 Equitrust 109043AB5 BRIGGS & STRATTON 1,000,000 1,009,464 Equitrust _____________ BOWATER INC – 000,000 5,547,804 Life 09774QA@6 BOMBARDIER CAPITAL INC 7,000,000 7,000,000 Life 10112RAF1 BOSTON PROPERTIES LP 4,000,000 3,996,614 Life 102183AC4 BOWATER INC 1,000,000 984,002 Life 102183AE0 BOWATER INC 700,000 665,972 Life 102183AG5 BOWATER INC 1,000,000 1,014,902 Life 102183AK6 BOWATER INC 5,000, _____________ BOWATER INC – CAPITAL INC 7,000,000 7,000,000 Life 10112RAF1 BOSTON PROPERTIES LP 4,000,000 3,996,614 Life 102183AC4 BOWATER INC 1,000,000 984,002 Life 102183AE0 BOWATER INC 700,000 665,972 Life 102183AG5 BOWATER INC 1,000,000 1,014,902 Life 102183AK6 BOWATER INC 5,000,000 4,981,363 Life 102214AB9 BOWATER PULP & _____________ BOWATER INC – Life 10112RAF1 BOSTON PROPERTIES LP 4,000,000 3,996,614 Life 102183AC4 BOWATER INC 1,000,000 984,002 Life 102183AE0 BOWATER INC 700,000 665,972 Life 102183AG5 BOWATER INC 1,000,000 1,014,902 Life 102183AK6 BOWATER INC 5,000,000 4,981,363 Life 102214AB9 BOWATER PULP & PAPER CDA INC 4,527,000 4,566, _____________ BOWATER INC – 614 Life 102183AC4 BOWATER INC 1,000,000 984,002 Life 102183AE0 BOWATER INC 700,000 665,972 Life 102183AG5 BOWATER INC 1,000,000 1,014,902 Life 102183AK6 BOWATER INC 5,000,000 4,981,363 Life 102214AB9 BOWATER PULP & PAPER CDA INC 4,527,000 4,566,968 Life 104573AD2 BRADLEY OPERATING LP 1,775,000 1, _____________ dt 1515843 ;	Centex Centex Corp. ( Construction ) As referenced in this Credit Agreement: CENTEX CORP – 1,000,000 1,018,155 Life 12707PAA3 CABOT CORP 2,000,000 1,988,595 Life 128017AF7 CAITHNESS COSO FUNDING CORP 4,457,919 4,457,919 Life 152312AA2 CENTEX CORP 1,000,000 993,215 Life 152312AF1 CENTEX CORP 4,550,000 4,549,928 Life 158525AS4 CHAMPION INTERNATIONAL 5,000,000 4,898,906 Life 203902AE1 COMMUNITY FIRST _____________ CENTEX CORP – CORP 2,000,000 1,988,595 Life 128017AF7 CAITHNESS COSO FUNDING CORP 4,457,919 4,457,919 Life 152312AA2 CENTEX CORP 1,000,000 993,215 Life 152312AF1 CENTEX CORP 4,550,000 4,549,928 Life 158525AS4 CHAMPION INTERNATIONAL 5,000,000 4,898,906 Life 203902AE1 COMMUNITY FIRST BANKSHARES INC 3,500,000 3,500,000 Life _____________ dt 1317993 ; Chevron ChevronTexaco Corp. ( Oil & Gas - Integrated ) As referenced in this Credit Agreement: CHEVRONTEXACO CORP – 000 14,985,856 Life 313588RM9 FEDERAL NATIONAL MTG ASSN 10,000,000 9,989,310 Life 0263X5VN3 AMERICAN GENERAL FINANCE CORP 5,000,000 5,000,000 Life 1667NDJV4 CHEVRONTEXACO CORP 10,000,000 10,000,000 Life 1730EKH95 CITIGROUP CP 10,000,000 10,000,000 Life 1730EKN72 CITIGROUP CP 10,000,000 10,000,000 Life 1730EKQ53 CITIGROUP _____________ dt 1549365 ; More...
$78	Preview Subscribers	2007	Universal Corporation Universal Corporation (312K) Doc #3018588: Click preview link for longer preview. $400,000,000 CREDIT AGREEMENT Dated as of August 31, 2007 among UNIVERSAL CORPORATION, as Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors THE LENDERS NAMED HEREIN and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Syndication Agent Arranged By: WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arranger and Sole Bookrunner and JPMORGAN SECURITIES INC., as Joint Lead Arranger TABLE OF CONTENTS . . . 3018588	Universal Universal Corp. ( Tobacco )
$72	Preview Subscribers	2006	Purchase and Sale Agreement Purchase and Sale Agreement (221K) Doc #2256246: Click preview link for longer preview. In reliance on Item 6.01(b)(2) of Regulation S-K, the following schedules have been omitted from this filing: Appendix A to Schedule II (Debt Agreements and Guarantees) Appendix A to Schedule IIII (Details of the Group Companies); Appendix B to Schedule III (Changes Since 31 March 2006); Appendix C to Schedule III (Intellectual Property Not Owned or Licensed; Intellectual Property Disputes); Appendix D to Schedule III (Missing Permits); Appendix E to Schedule III (Environmental Issues); Appendix F (Litigation); Appendix G to Schedule III (Personal Injury Claims); Appendix H to . . . 2256246	Universal Universal Corp. ( Tobacco ) ;	Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Purchase and Sale Agreement: Wachtell, Lipton – been satisfied or waived, so long as such deferral does not cause the Completion Date to be later than the Outside Date. Completion shall take place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, NY 10019 USA. 6.2. Completion Events All actions to be completed by the Parties on or before the Completion _____________ Wachtell, Lipton – mail. To the Guarantor or the Seller: Name: Universal Corporation Address: 1501 North Hamilton Street, Richmond, Virginia 23230 USA Fax number: [ ] Attention: Preston Wigner, Esq. With a copy to: Name: Wachtell, Lipton , Rosen & Katz Address: 51 West 52nd Street, New York, New York 10019 USA Fax number: [ ] Attention: Elliott V. Stein To the Purchaser: Name: NVDU Acquisition B.V. Address: _____________ dt 1389244
$54	Preview Subscribers	2003	Unaudited Interim Financial Statements Unaudited Interim Financial Statements (164K) Doc #1084892: Click preview link for longer preview. [VIVENDI LOGO] OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE FIRST QUARTER 2003 & UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE FIRST QUARTER 2003 (FRENCH GAAP BASIS) MARCH 31, 2003 French GAAP basis <PAGE> A.- OPERATING . . . 1084892	Universal Universal Corp. ( Tobacco ) As referenced in this Unaudited Interim Financial Statements: Universal Corp- – of the operating segments. 6.1 INCOME STATEMENT Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1)(2) Universal ---------------------------------------------------------------------------------------------------------------- _____________ Universal Corp- – BALANCE SHEET AND CONSOLIDATED STATEMENT OF CASH FLOW Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1) Universal ---------------------------------------------------------------------------------------------------------------- _____________ dt 1865660 ; Veolia Veolia Environnement ( Water Utilities ) As referenced in this Unaudited Interim Financial Statements: Veolia Environnement – the OPERATING INCOME of the current businesses(1): - The operating income was E 844 million for the first quarter of 2003. - On a pro forma basis(2), i.e., excluding Veolia Environnement (formerly named Vivendi Environnement) and the Vivendi Universal Publishing businesses sold in 2002 and 2003, and including Vivendi Universal Entertainment LLLP as if the USA Networks entertainment assets had _____________ Veolia Environnement – despite temporary declines in Vivendi Universal Entertainment and Vivendi Universal Games and an expected decline in Music. - On an actual basis, in 2002, operating income was E 894 million, including Veolia Environnement and Vivendi Universal Publishing, and excluding USA Networks entertainment assets. On a constant currency basis, pro forma operating income growth would have been of 48%. FINANCIAL NET DEBT(3) at _____________ Veolia Environnement) – DEBT(3) at the end of March 2003 of E 15.3 billion was in line with expectations. It compares with financial net debt of approximately E 35 billion (including Veolia Environnement) , as of June 30, 2002, and E 12.3 billion on December 31, 2002. As of May 31, 2003, estimated financial net debt was approximately E 14 billion. The _____________ Veolia Environnement – and the disposition of Vivendi Universal Publishing assets sold in 2002 and 2003, as if these transactions had occurred at the beginning of 2002. It also illustrates the accounting of Veolia Environnement using the equity method at January 1, 2002 instead of December 31, 2002. Additionally, the results of Universal Studio international television networks are reported by Vivendi Universal Entertainment instead of _____________ Veolia Environnement – of 32.2 million USA Interactive warrants, a loss of E 104 million on put options on Vivendi Universal treasury shares, and a cost of E 63 million representing the Veolia Environnement redeemable bonds (ORA) redemption premium. EXCEPTIONAL ITEMS amounted to a profit of E 81 million, mainly from a capital gain of E 104 million on the sale of Express-Expansion- _____________ dt 1334885 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Unaudited Interim Financial Statements: Bank of America, N.A. – and material adverse change. French GAAP basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent ( _____________ dt 1555314 ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Unaudited Interim Financial Statements: Barclays Bank PLC, – 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and _____________ dt 1402846 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Unaudited Interim Financial Statements: JPMorgan Chase Bank, – basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). _____________ JPMorgan Chase Bank, – a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and the proceeds have been used to repay _____________ dt 1406293
$62	Preview Subscribers	2003	Unaudited Interim Financial Statements Unaudited Interim Financial Statements (164K) Doc #1084908: Click preview link for longer preview. [VIVENDI LOGO] OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE FIRST QUARTER 2003 & UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE FIRST QUARTER 2003 (FRENCH GAAP BASIS) MARCH 31, 2003 French GAAP basis <PAGE> A.- OPERATING . . . 1084908	Universal Universal Corp. ( Tobacco ) As referenced in this Unaudited Interim Financial Statements: Universal Corp- – of the operating segments. 6.1 INCOME STATEMENT Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1)(2) Universal ---------------------------------------------------------------------------------------------------------------- _____________ Universal Corp- – BALANCE SHEET AND CONSOLIDATED STATEMENT OF CASH FLOW Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1) Universal ---------------------------------------------------------------------------------------------------------------- _____________ dt 1865390 ; Veolia Veolia Environnement ( Water Utilities ) As referenced in this Unaudited Interim Financial Statements: Veolia Environnement – the OPERATING INCOME of the current businesses(1): - The operating income was E 844 million for the first quarter of 2003. - On a pro forma basis(2), i.e., excluding Veolia Environnement (formerly named Vivendi Environnement) and the Vivendi Universal Publishing businesses sold in 2002 and 2003, and including Vivendi Universal Entertainment LLLP as if the USA Networks entertainment assets had _____________ Veolia Environnement – despite temporary declines in Vivendi Universal Entertainment and Vivendi Universal Games and an expected decline in Music. - On an actual basis, in 2002, operating income was E 894 million, including Veolia Environnement and Vivendi Universal Publishing, and excluding USA Networks entertainment assets. On a constant currency basis, pro forma operating income growth would have been of 48%. FINANCIAL NET DEBT(3) at _____________ Veolia Environnement) – DEBT(3) at the end of March 2003 of E 15.3 billion was in line with expectations. It compares with financial net debt of approximately E 35 billion (including Veolia Environnement) , as of June 30, 2002, and E 12.3 billion on December 31, 2002. As of May 31, 2003, estimated financial net debt was approximately E 14 billion. The _____________ Veolia Environnement – and the disposition of Vivendi Universal Publishing assets sold in 2002 and 2003, as if these transactions had occurred at the beginning of 2002. It also illustrates the accounting of Veolia Environnement using the equity method at January 1, 2002 instead of December 31, 2002. Additionally, the results of Universal Studio international television networks are reported by Vivendi Universal Entertainment instead of _____________ Veolia Environnement – of 32.2 million USA Interactive warrants, a loss of E 104 million on put options on Vivendi Universal treasury shares, and a cost of E 63 million representing the Veolia Environnement redeemable bonds (ORA) redemption premium. EXCEPTIONAL ITEMS amounted to a profit of E 81 million, mainly from a capital gain of E 104 million on the sale of Express-Expansion- _____________ dt 1334886 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Unaudited Interim Financial Statements: Bank of America, N.A. – and material adverse change. French GAAP basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent ( _____________ dt 1555315 ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Unaudited Interim Financial Statements: Barclays Bank PLC, – 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and _____________ dt 1402847 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Unaudited Interim Financial Statements: JPMorgan Chase Bank, – basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). _____________ JPMorgan Chase Bank, – a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and the proceeds have been used to repay _____________ dt 1406294
$75	Preview Subscribers	2003	Unaudited Interim Financial Statements Unaudited Interim Financial Statements (164K) Doc #1084909: Click preview link for longer preview. <DESCRIPTION>OPERATING AND FINANCIAL REVIEW <TEXT> <PAGE> [VIVENDI LOGO] OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE FIRST QUARTER 2003 & UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE FIRST QUARTER 2003 (FRENCH GAAP BASIS) MARCH 31, . . . 1084909	Universal Universal Corp. ( Tobacco ) As referenced in this Unaudited Interim Financial Statements: Universal Corp- – of the operating segments. 6.1 INCOME STATEMENT Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1)(2) Universal ---------------------------------------------------------------------------------------------------------------- _____________ Universal Corp- – BALANCE SHEET AND CONSOLIDATED STATEMENT OF CASH FLOW Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1) Universal ---------------------------------------------------------------------------------------------------------------- _____________ dt 1868714 ; Veolia Veolia Environnement ( Water Utilities ) As referenced in this Unaudited Interim Financial Statements: Veolia Environnement – the OPERATING INCOME of the current businesses(1): - The operating income was E 844 million for the first quarter of 2003. - On a pro forma basis(2), i.e., excluding Veolia Environnement (formerly named Vivendi Environnement) and the Vivendi Universal Publishing businesses sold in 2002 and 2003, and including Vivendi Universal Entertainment LLLP as if the USA Networks entertainment assets had _____________ Veolia Environnement – despite temporary declines in Vivendi Universal Entertainment and Vivendi Universal Games and an expected decline in Music. - On an actual basis, in 2002, operating income was E 894 million, including Veolia Environnement and Vivendi Universal Publishing, and excluding USA Networks entertainment assets. On a constant currency basis, pro forma operating income growth would have been of 48%. FINANCIAL NET DEBT(3) at _____________ Veolia Environnement) – DEBT(3) at the end of March 2003 of E 15.3 billion was in line with expectations. It compares with financial net debt of approximately E 35 billion (including Veolia Environnement) , as of June 30, 2002, and E 12.3 billion on December 31, 2002. As of May 31, 2003, estimated financial net debt was approximately E 14 billion. The _____________ Veolia Environnement – and the disposition of Vivendi Universal Publishing assets sold in 2002 and 2003, as if these transactions had occurred at the beginning of 2002. It also illustrates the accounting of Veolia Environnement using the equity method at January 1, 2002 instead of December 31, 2002. Additionally, the results of Universal Studio international television networks are reported by Vivendi Universal Entertainment instead of _____________ Veolia Environnement – of 32.2 million USA Interactive warrants, a loss of E 104 million on put options on Vivendi Universal treasury shares, and a cost of E 63 million representing the Veolia Environnement redeemable bonds (ORA) redemption premium. EXCEPTIONAL ITEMS amounted to a profit of E 81 million, mainly from a capital gain of E 104 million on the sale of Express-Expansion- _____________ dt 1334887 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Unaudited Interim Financial Statements: Bank of America, N.A. – and material adverse change. French GAAP basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent ( _____________ dt 1555316 ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Unaudited Interim Financial Statements: Barclays Bank PLC, – 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and _____________ dt 1402848 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Unaudited Interim Financial Statements: JPMorgan Chase Bank, – basis 12 $ 920 MILLION VUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). _____________ JPMorgan Chase Bank, – a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and the proceeds have been used to repay _____________ dt 1406295
$65	Preview Subscribers	2003	Unaudited Interim Financial Statements Unaudited Interim Financial Statements (162K) Doc #1084910: Click preview link for longer preview. <DESCRIPTION>OPERATING AND FINANCIAL REVIEW <TEXT> <PAGE> [VIVENDI LOGO] OPERATING AND FINANCIAL REVIEW AND PROSPECTS FOR THE FIRST QUARTER 2003 & UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE FIRST QUARTER 2003 (FRENCH GAAP BASIS) MARCH 31, 2003 <PAGE> A.- OPERATING AND . . . 1084910	Universal Universal Corp. ( Tobacco ) As referenced in this Unaudited Interim Financial Statements: Universal Corp- – of the operating segments. 6.1 INCOME STATEMENT Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1)(2) Universal ---------------------------------------------------------------------------------------------------------------- _____________ Universal Corp- – BALANCE SHEET AND CONSOLIDATED STATEMENT OF CASH FLOW Vivendi Publish- Uni- Universal Holding ing VTI Environ- versal Enter- Vivendi & exclud- exclud- mental Total Cegetel Maroc Music tain- Canal+ Universal Corp- ing ing Inter- Services Vivendi Group Telecom Group ment Group Games orate Games Maroc net Other (1) Universal ---------------------------------------------------------------------------------------------------------------- _____________ dt 1866981 ; Veolia Veolia Environnement ( Water Utilities ) As referenced in this Unaudited Interim Financial Statements: Veolia Environnement – the OPERATING INCOME of the current businesses(1): - The operating income was E 844 million for the first quarter of 2003. - On a pro forma basis(2), i.e., excluding Veolia Environnement (formerly named Vivendi Environnement) and the Vivendi Universal Publishing businesses sold in 2002 and 2003, and including Vivendi Universal Entertainment LLLP as if the USA Networks entertainment assets had _____________ Veolia Environnement – despite temporary declines in Vivendi Universal Entertainment and Vivendi Universal Games and an expected decline in Music. - On an actual basis, in 2002, operating income was E 894 million, including Veolia Environnement and Vivendi Universal Publishing, and excluding USA Networks entertainment assets. On a constant currency basis, pro forma operating income growth would have been of 48%. FINANCIAL NET DEBT(3) at _____________ Veolia Environnement) – DEBT(3) at the end of March 2003 of E 15.3 billion was in line with expectations. It compares with financial net debt of approximately E 35 billion (including Veolia Environnement) , as of June 30, 2002, and E 12.3 billion on December 31, 2002. As of May 31, 2003, estimated financial net debt was approximately E 14 billion. The _____________ Veolia Environnement – and the disposition of Vivendi Universal Publishing assets sold in 2002 and 2003, as if these transactions had occurred at the beginning of 2002. It also illustrates the accounting of Veolia Environnement using the equity method at January 1, 2002 instead of December 31, 2002. Additionally, the results of Universal Studio international television networks are reported by Vivendi Universal Entertainment instead of _____________ Veolia Environnement – of 32.2 million USA Interactive warrants, a loss of E 104 million on put options on Vivendi Universal treasury shares, and a cost of E 63 million representing the Veolia Environnement redeemable bonds (ORA) redemption premium. EXCEPTIONAL ITEMS amounted to a profit of E 81 million, mainly from a capital gain of E 104 million on the sale of Express-Expansion- _____________ dt 1334888 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Unaudited Interim Financial Statements: Bank of America, N.A. – unlawfulness, cessation of business and material adverse change. 12 $ 920 MILLIONVUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent ( _____________ dt 1555317 ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Unaudited Interim Financial Statements: Barclays Bank PLC, – 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and _____________ dt 1402849 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Unaudited Interim Financial Statements: JPMorgan Chase Bank, – adverse change. 12 $ 920 MILLIONVUE LOAN AGREEMENT On June 24, 2003, Vivendi Universal Entertainment LLLP entered into a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). _____________ JPMorgan Chase Bank, – a $ 920 million loan agreement with Bank of America, N.A. and JPMorgan Chase Bank, as co-administrative agents, the lenders party thereto, Barclays Bank PLC, as syndication agent, and JPMorgan Chase Bank, as collateral agent and as paying agent (the VUE Loan Agreement). The full amount of the facility was drawn at closing and the proceeds have been used to repay _____________ dt 1406296

Page 1 of 11